Synchrony Financial 8-K

What Happened

• Synchrony Financial (SYF) announced on Form 8-K that it issued and sold 500,000 depositary shares on June 5, 2026. Each depositary share represents a 1/100th ownership interest in a share of 7.250% Fixed Rate Reset Non‑Cumulative Perpetual Preferred Stock, Series C (par value $0.001).
• The Company filed a Certificate of Designations (effective June 4, 2026) establishing the rights and preferences of the Series C Preferred Stock and entered into a Deposit Agreement dated June 5, 2026, with Computershare Inc. and Computershare Trust Company, N.A. as depositary. An underwriting agreement dated June 2, 2026 names BofA Securities, Barclays and Morgan Stanley as representatives of the underwriters for the public offering under the Company’s S‑3 registration statement.

Key Details

• 500,000 depositary shares issued; each = 1/100th of one share of Series C Preferred Stock.
• Series C: 7.250% Fixed Rate Reset, Non‑Cumulative, Perpetual; par value $0.001.
• Certificate of Designations filed with Delaware Secretary of State on June 4, 2026 (amends charter).
• Deposit Agreement dated June 5, 2026 with Computershare; Underwriting Agreement dated June 2, 2026 with BofA, Barclays and Morgan Stanley.

Why It Matters

• This offering adds perpetual preferred capital to Synchrony’s capital structure and creates a new class of securities (depositary shares representing Series C preferred) with dividend, voting, redemption and liquidation rights proportional to the underlying preferred shares.
• The Series C terms include limits: if dividends on Series C are not declared and paid or set aside for the immediately preceding dividend period, the Company’s ability to pay dividends on, repurchase, redeem or otherwise acquire common stock or preferred stock ranking pari or junior may be restricted—an important consideration for holders of common equity.
• Investors should note the securities are non‑cumulative (missed dividends generally are not accrued) and that the issuance was conducted through an underwritten public offering filed on the Company’s Form S‑3.